LICENSE AGREEMENT

         This  Agreement is entered into by and between by and between MGS Grand
Sport,  Inc.,  Albert  Mardikian  and all  associates  ("Licensor")  and  Medina
International  Holdings,  Inc.("Licensee")  on this 18th day of June 2008,  with
reference to the following facts:

         A.  Licensor  is the owner of a United  States  Patents for the "Rescue
Jet" personal water craft and related assemblies,  systems and design rights all
as set forth in Exhibit A,  attached  hereto,  and  incorporated  herein by this
reference herein ("the patents").

         B.  Prior Royalty Agreement

On 15th day of June  2006,  Patent  Owner  entered  into  that  certain  Royalty
Agreement with Licensee for the licensing  rights to various  patents  including
the patent and design for 15' Hull and deck  design.  Herein  after this Royalty
Agreement will be referred to as the "Prior Royalty Agreement".

On 23rd day of February  2005,  Patent Owner  entered into that certain  Royalty
Agreement with Licensee for the licensing  rights to various  patents  including
the patent and design for 22' Vortex boat.  Herein after this Royalty  Agreement
will be referred to as the "Prior Royalty Agreement.

On 24th day of January  2006,  Patent Owner  entered  into that certain  Royalty
Agreement with Licensee for the licensing  rights to various  patents  including
the  patent for water  Pump for Fire  Rescue  Jet.  Herein  after  this  Royalty
Agreement will be referred to as the "Prior Royalty Agreement.

          C.   Licensee  wishes to license such design on an exclusive basis for
               the manufacture of the boats from Licensor.

          D.   Licensor  wishes  to  license  to  Licensee  the right to use the
               Design for the use set forth

          E.   Licensor  wishes  to  license  to  Licensee  the right to use the
               Patent and Designs developed  relating to water Craft approved at
               a Subsequent  date upon the same terms on all future designs such
               as water Taxi, Water Limo, Trash collection boat etc..

                  NOW THEREFORE,  in  consideration  of the mutual covenants and
 agreements  contained  in  this  Agreement  and for  other  good  and  valuable
 consideration,  the receipt and  sufficiency of which are hereby  acknowledged,
 the parties agree as follows:

          1. Grant of License.

          a) Licensor  hereby grants to Licensee the exclusive  right to use and
 enjoy the benefits of the Patent and design rights  associated  with the patent
 for a period of 15 years.


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          b)  Licensor's  Representations.  Licensor  hereby states and warrants
     that the following representations are true:

               i.   Licensor  is the sole legal  holder of the patent and design
                    rights associated with the patent.

               ii.  The Albert Mardikian's Licensing Agreement is based on valid
                    existing  patents  issued by the  United  States  Patent and
                    Trademark Office.

               iii. The Patent granted to Licensor  Albert  Mardikian's  are the
                    sole  property  of the  Licensor  and there are no  existing
                    liens,  mortgages,  security interests or other encumbrances
                    against such licenses.

               iv.  No  share,  interest,  assignment,  or  other  right to such
                    license  has been  transferred,  assigned  or granted to any
                    other party.

               v.   Licensee will hold the License in its name.

               vi.  Licensee  will have the right to sub  License  the Rights to
                    Design  and  Patents  to  its   subsidiaries  and  associate
                    companies.

               vii. Licensee  will enter into  separate  contract  with Hull and
                    deck manufacturer.

     2. Other  Materials.  Patent  Owner  agrees to make  available  in a timely
manner, upon written request, any and all written documentation, technical data,
bill of materials,  engineering  drawings and prototype  samples relating to the
patent, to the extent such written documentation is available.

     3. Continuing  Advise.  Patent Owner agrees to provide  appropriate  expert
advice and  consultation to Licensee,  as may from time to time be required,  to
facilitate the use and enjoyment of the rights granted by this Agreement.

     4. Effective  Date.  This  Agreement  shall be effective on the date of the
signature both the parties.

     5. Prior Royalty  Agreement.  The Prior Royalty Agreement shall become part
of this  agreement  with  exclusivity  on all  patents and designs and terms and
conditions of this agreement applies.


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         2.1. Term and Payment,  Licensee agrees to pay as a royalty for the use
and enjoyment of the Design and Patent for all products  mentioned in Exhibit A,
an amount equal to mentioned here under upon all GROSS sale less sales returns &
Freight  & Sales  Commission,  for a  period  of  Fifteen  (15)  calendar  years
commencing on the date first above mentioned. Royalties shall be determined on a
quarterly  basis,  for the periods ending each April 30, July 31, October 31 and
January  31 of  every  year  and  shall be paid on the  fifteenth  of the  month
following the end of the determination  period,  except that upon the expiration
of  this  Agreement  the  determination  period  shall  end and  Licensee  shall
determine  the royalty  amount and pay such amount  fifteen  (15) days after the
expiration date of this Agreement.

          a)   2% for  Patented  Designs  with or with out  Patented  Fire  Pump
               technology used in Medina production.

          b)   1% for Patented Pump Technology used in designs other
                         than Alberts or his Associates.

          c)   1% for using  Patents  in any of our  distributor  or  associated
               companies products.

          d)   Medina  agrees  to pay  $1,000,000  to MGS as  under:  $200k in 2
               months  minimum and 3 months  maximum,  and balance $800K will be
               released at the rate of 10% of each boat sale until the  complete
               debt of balance $800K is paid off.

               2.2  Royalty  will  be  renegotiated  in  any  of  the  following
          circumstances:

                    i)   If Albert Mardikian's  employment  agreement expires or
                         is terminated by the Company.

                    ii)  If the Company is acquired by any other  Company.  .

          3. Certain Restrictions.  The license granted herein is subject to and
     limited by the following restrictions:

               3.1 Restrictive Terms. Licensee may use and enjoy the Design only
          under the terms of this Agreement,  however, Licensor may not offer or
          impose any terms on the use of the Design that alter or  restrict  the
          terms  of  this  License  or the  Licensee's  exercise  of the  rights
          granted, hereunder;

          4. Representation and Warranties.  Licensor represents and warrants as
     follows:

               4.1  Rights.  Licensor  has  secured  all  rights  in the  Design
          necessary to grant the license  rights here to  Licensee.,  and permit
          the lawful exercise of the rights granted hereunder, to Licensee;


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               4.2  Infringements.  The  use of  the  Licensor's  Design  do not
          infringe the copyright, trademark, publicity rights, common law rights
          or any  other  right  of any  third  party or  constitute  defamation,
          invasion of privacy or other tortuous injury to any third party.

               4.3  Sole  Property.  The  Design  is the  sole  property  of the
          Licensor and no lien, mortgage, security interest or other encumbrance
          against the Design exists.

               4.4 Assignment. No share, interest, assignment, or other right to
          the  Patent  has been  transferred,  assigned  or granted to any other
          party.

               4.5 Good Title. Licensor will at all times have good title to the
          Design  and will at all times  keep the  Design  free and clear of all
          liens, encumbrances security interests and rights and claims of others
          except for the rights and claims arising under this Agreement.

               4.6  Without  Warranties.  Except  as  expressly  stated  in this
          license or otherwise agreed in writing, or required by applicable law,
          the Design is licensed on an "as is" basis,  without warranties of any
          kind, either express or implied  including,  without  limitation,  any
          warranties regarding the use of the Design to produce profit.

     5. Events of Default. Any one of the following occurrences shall constitute
an event of default under this Agreement:

     5.1.1 Failure to make Payment.  The failure of Licensee to make any royalty
payment by its due date thereof;

     5.1.2 Bankruptcy.  The filing of a voluntary or involuntary  petition under
any provision of a state or federal bankruptcy law by either party hereto.

     5.1.3  Other  Default.  The  occurrence  of any other  default  under  this
Agreement.

         If an event of default occurs under paragraph  5.1.1,  above,  Licensor
may,  in its sole  discretion  (i)  declare  all  accrued  but unpaid  royalties
immediately  due and  payable,  without  notice,  unless  otherwise  required by
applicable statute; (ii) declare this agreement canceled and of no further force
and  effect and  Licensor  shall  have and may  exercise  any and all rights and
remedies  available at law or in equity. In the event of any other default under
this  Agreement the  non-defaulting  party shall deliver  written notice of such
default to the defaulting party and the defaulting party shall have fifteen (15)
days after  receipt of such  written  notice of default to cure the same.  After
such fifteen (15) day period,  provided the  defaulting  party has not cured the
default(s),  the  non-defaulting  party shall have and may  exercise any and all
rights and remedies available at law or in equity.


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     6. Option to Renew. Licensor hereby grants Licensee an option to renew this
Agreement to be effective at the expiration of the term, or any subsequent  term
of this Agreement,  for an additional five (5) year period. In order to exercise
this option (i)  Licensee  must  provide  Licensor  with  written  notice of its
election to exercise the renewal option  hereunder ninety (90) days prior to the
expiration  of the  term of this  Agreement  and  (ii)  Licensee  must not be in
default under this Agreement.

     7.  Attorneys'  Fees  and  Costs.  If any  action  at law or in  equity  is
necessary to enforce or interpret the terms of this  Agreement,  the  prevailing
party shall be entitled  to  reasonable  attorney's  fees,  costs and  necessary
disbursements  in  addition  to any  other  relief  to which  that  party may be
entitled.

     8. Entire Agreement. This Agreement supersedes any and all other agreements
oral or in writing,  between the parties  hereto with respect to the matters set
forth  herein,  and contains all of the  covenants  and  agreements  between the
parties with respect to the Design. This Agreement applies only to the Design as
set forth herein and to no other  Patents or design  rights.  Each party to this
agreement  acknowledges  that  no  representation,   inducements,   promises  or
agreements,  orally or otherwise,  have been made by any party, or anyone acting
on  behalf  of any  party,  which  are not  embodied  herein,  and that no other
agreement,  statement or promise not contained in this agreement  shall be valid
or  binding  on  either  party.  Any  modification  of this  Agreement  shall be
effective only if it is in writing and signed by the parties hereto.

     9.  Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and assigns.

     10.  Headings.  The  headings  herein  are  for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof

     11.  Amendment,  Waiver.  No provision of this  Agreement  may be waived or
amended except in a written instrument  signed, in the case of an amendment,  by
the Licensor and the Licensee or, in the case of a waiver,  by the party against
whom  enforcement  of any such waiver is sought.  No waiver of any default  with
respect to any provision,  condition or  requirement of this Agreement  shall be
deemed  to be a  continuing  waiver  in the  future  or a  waiver  of any  other
provision,  condition or requirement  hereof, nor shall any delay or omission of
either party to exercise any right  hereunder in any manner  impair the exercise
of any such right accruing to it thereafter.

         12.   Notices.   Any  notice,   demand,   request,   consent  or  other
communication  which  either  party  desires or is required to give to any other
party  shall be in writing  and shall be deemed to have been given when  either:
(a)  delivered  in person or by  facsimile  transfer,  or (b) sent by  overnight
courier or first-class  registered or certified mail,  postage pre-paid,  return
receipt  requested,  addressed  to such party at the  address  set forth  above.
Either party may designate  another  address for itself at any time upon written
notice to the other party


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     13.  Interpretation.  Each party hereto has been  represented by counsel of
its choice, and this Agreement is not to be interpreted as if it was prepared by
either party.

     14.  Authority.  Each party signing on behalf of a party to this  Agreement
represents  and  warrants  that he has all  authority to bind that party to this
Agreement.

     15. Provision Unenforceable. If any provision of this License is invalid or
unenforceable  under applicable law, it shall not affect the validity or enforce
ability of the  remainder  of the terms of this  License,  and  without  further
action by the parties to this agreement, such provision shall be reformed to the
minimum extent necessary to make such provision valid and enforceable.

     16.  Governing Law. This  Agreement  shall be governed by, and construed in
accordance with, the law of the State of California.

         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
on the date first set forth above.

"Licensor"
                                                    "Licensee"

----------------------------                ----------------------------
Albert Mardikian,                           Daniel Medina          Madhava Rao
MGS Grand Sports, LLC                       President                   CFO
Modena Sports Designs                       Medina International Holdings, Inc.
45 Goleta Point Drive                       255 S. Leland Norton Way,
Corona Del Mar, CA 92625                    San Bernardino, CA  92408





















                                    Exhibit A


                        DESCRIPTION OF PATENTS AND DESIGN

License  transferred by Mardikian to produce patented items under Medina include
the following:

Product
      12' Rescue and Fire Rescue  water craft  design 15' Rescue and Fire Rescue
      water  craft  design 18' Rescue and Fire  Rescue  water  craft  design 20'
      Rescue and Fire Rescue water craft design 24' Rescue and Fire Rescue water
      craft design 26;  Rescue and Fire Rescue water craft design 28' Rescue and
      Fire  Rescue  water craft  design 30' Rescue and Fire  Rescue  water craft
      design 35' Rescue and Fire Rescue water craft design 22' Vortex 30' Modena
      302
     Water Pump technology and designs.
      Doors on the boat
     Vortex 22' Closed  Bow MD 1225-C  Vortex 22' Open Bow MD 1226-O  Vortex 19'
     Closed Bow MD 1997-C Vortex 19' Open Bow MD 1998-O MCD System
     New  projects  like Trash,  Limousine,  Taxi and all other  marine  related
     projects  MM will  also  have the  right to  produce  in any of the  models
     mention above in any  configuration,  such as Police  Model,  Patrol Model,
     Military Model, Ballistic Model, etc....